On 9 September 2025, the Government of Vietnam adopted Resolution No. 05/2025/NQ-CP, approving a five-year pilot program for a regulated crypto trading market. The move marks a significant shift in Vietnam’s approach to digital assets: from a grey regulatory status to a structured framework under state supervision. This legal article outlines the key provisions of the pilot program, highlights implications for foreign investors, and provides recommendations for compliance and market entry strategies.

Background

Prior to Resolution 05/2025/NQ-CP, Vietnam maintained a restrictive stance on cryptocurrency:

• Cryptocurrencies were not recognized as legal tender, and their use for payments was prohibited.

• Crypto-related activities existed in a regulatory vacuum, exposing participants to compliance and enforcement risks.

With the adoption of the pilot program, Vietnam is signaling a more balanced approach: recognizing digital assets under a supervised framework, while ensuring systemic safeguards against money laundering, financial instability, and investor abuse.

Key Legal Provisions

1. Licensing and Scope of Operation of Crypto Trading

• Only enterprises licensed by the Ministry of Finance (MoF) are permitted to operate crypto exchanges, issuance platforms, or conduct associated marketing.

• All activities must be conducted in Vietnamese Dong (VND), preserving monetary sovereignty.

2. Issuance Criteria

• Only Vietnamese enterprises are authorized to issue crypto assets.

• Issued tokens must be backed by tangible underlying assets (excluding fiat currency and securities).

• Issuers are required to publish a prospectus at least 15 days prior to offering.

3. Foreign Investor Participation

• Foreign investors may only participate through licensed domestic service providers.

• Foreign ownership is capped at 49% in licensed crypto enterprises, ensuring Vietnamese control.

4. Capital Requirements

• Crypto Asset Service Providers (CASPs) must maintain a minimum charter capital of VND 10 trillion (~USD 379 million).

• At least 65% of such capital must come from institutional investors (banks, insurers, securities firms, technology enterprises).

5. Compliance and Governance Standards

Licensed CASPs must comply with:

• Anti-Money Laundering (AML) and Counter-Terrorism Financing (CFT) regulations.

• Cybersecurity and data protection laws.

• Corporate governance and risk management obligations, including qualified personnel with relevant certifications and executive experience.

6. Pilot Duration and Enforcement

• The pilot program for crypto trading will run from 9 September 2025 to 9 September 2030.

• Within six months of the first CASP being licensed, trading on unlicensed platforms will become subject to administrative and legal penalties.

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Implications for Foreign Investors

Regulatory Certainty and Market Legitimacy

For the first time, crypto assets will be regulated under a government-sanctioned pilot, reducing legal uncertainty for foreign investors.

High Entry Barriers

The VND 10 trillion capital requirement and institutional funding threshold restrict market entry to large, well-capitalized players, while excluding smaller speculative actors.

Structuring Constraints

The 49% ownership cap necessitates joint ventures or minority positions for foreign investors. Strategic alignment with Vietnamese partners is therefore essential.

Compliance Burden

The pilot imposes onerous compliance standards, which align with international norms but demand significant investment in infrastructure, risk management, and human resources.

Currency and Repatriation Risks

The requirement to transact exclusively in VND introduces currency exposure and necessitates careful planning for the repatriation of profits.

Strategic Considerations

• Engage Early with Domestic CASPs: Establish partnerships with Vietnamese enterprises preparing for licensing under the pilot program.

• Structure Investments Prudently: Design ownership models that comply with the 49% cap while protecting investor rights.

• Enhance Compliance Infrastructure: Implement global-standard AML, cybersecurity, and data governance frameworks.

• Monitor Regulatory Developments: Anticipate refinements as the pilot progresses toward a permanent legal framework.

Conclusion

Resolution 05/2025/NQ-CP represents a landmark development in Vietnam’s digital asset regulation. While the framework imposes high entry barriers and stringent compliance obligations for crypto trading in Vietnam, it also provides legal certainty and structured opportunities for foreign investors. Those who position themselves early—through compliant structures, strategic local partnerships, and robust governance—stand to benefit from Vietnam’s gradual integration of crypto into its broader digital economy strategy.

IVLF Advisors LLC stands ready to assist foreign investors in navigating Vietnam’s emerging crypto regulatory landscape, from structuring compliant market entry strategies to ongoing legal and financial advisory.

📧 Contact: info@ivlf-advisors.com
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